Subject: Amendment No. 5 to $1,200,000,000 Term Credit Agreement
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Date: Fri, 9 Oct 2009 09:53:38 -0400

EX-4.9.5 7 dex495.htm
AMENDMENT NO. 5 TO $1,200,000,000 TERM CREDIT AGREEMENT

EXHIBIT 4.9.5

EXECUTION VERSION

FIFTH AMENDMENT TO CREDIT AGREEMENT

This Fifth Amendment to the Credit Agreement (as
defined below), dated as of January 22, 2009 (this “Amendment
No. 5”), is entered into by and among CEMEX, S.A.B. de
C.V., a sociedad anónima bursátil de capital variable organized and
existing pursuant to the laws of the United Mexican States (formerly known as
“CEMEX, S.A. de C.V.”) (the “Borrower”), CEMEX MÉXICO, S.A. de
C.V., a sociedad anónima de capital variable organized and existing
pursuant to the laws of the United Mexican States, EMPRESAS TOLTECA DE
MÉXICO, S.A. de C.V., a sociedad anónima de capital variable
organized and existing pursuant to the laws of the United Mexican States (each a
“Guarantor” and together, the “Guarantors”), the several Lenders
party thereto, BARCLAYS BANK PLC, NEW YORK BRANCH, as administrative
agent (in such capacity, the “Administrative Agent”).

RECITALS

A. The Borrower, the Guarantors, the
Administrative Agent, the several Lenders party thereto, Barclays Capital, The
Investment Banking Division of Barclays Bank PLC, as Joint Lead Arranger and
Joint Bookrunner, and Citigroup Global Markets Inc., as Documentation Agent,
Joint Lead Arranger and Joint Bookrunner, are parties to that certain senior
secured credit facility, dated as of May 31, 2005 in the amount of
U.S.$1,200,000,000, as amended by Amendment No. 1, dated as of
June 19, 2006, the Amendment and Waiver No. 2, dated as of
November 30, 2006, the Amendment and Waiver No. 3, dated as of
May 9, 2007, and Amendment No. 4 to the Credit Agreement, dated as of
December 19, 2008 (as now or hereafter amended, restated, waived or
otherwise modified, the “Credit Agreement”).

B. The Borrower has requested that the
Administrative Agent and the Lenders consent to the following amendment to the
Credit Agreement.

C. This Amendment No. 5 shall constitute a
Transaction Document and these Recitals shall be construed as part of this
Amendment No. 5.

NOW THEREFORE, in consideration of the premises
and the mutual covenants hereinafter contained, and of the Loans and other
extensions of credit heretofore, now or hereafter made to, or for the benefit
of, the Borrower by the Lenders, the Borrower, the Guarantors, the
Administrative Agent, and the Lenders hereby agree as follows:

1. Definitions. Except to the extent
otherwise specified herein, capitalized terms used in this Amendment No. 5
shall have the same meanings ascribed to them in the Credit Agreement.

2. Amendments. Subject to
Section 4, the Credit Agreement is hereby amended as follows:

2.1 The definition for “EBITDA” in
Section 1.01 (“Certain Definitions”) shall be deleted and replaced
in its entirety with the following language:

““EBITDA” means, for any period, the sum for the Borrower and its
Subsidiaries, determined on a consolidated basis of (a) operating income
(utilidad de operación), (b) cash interest income and
(c) depreciation and amortization expense, in each case determined in
accordance with Mexican GAAP,

subject to the adjustments herein, consistently applied for such period
and adjusted for Discontinued EBITDA as follows: if the amount of Discontinued
EBITDA is a positive amount, then EBITDA shall increase by such amount, and if
the amount of Discontinued EBITDA is a negative amount, then EBITDA shall
decrease by the absolute value of such amount. For the purposes of calculating
EBITDA for any applicable period pursuant to any determination of the
Consolidated Net Debt / EBITDA Ratio (but not the Consolidated Fixed Charge
Coverage Ratio): (A) (i) if at any time during such applicable period
the Borrower or any of its Subsidiaries shall have made any Material
Disposition, the EBITDA for such applicable period shall be reduced by an amount
equal to the EBITDA (if positive) attributable to the property that is the
subject of such Material Disposition for such applicable period (but when the
Material Disposition is by way of lease, income received by the Borrower or any
of its Subsidiaries under such lease shall be included in EBITDA) and
(ii) if at any time during such applicable period the Borrower or any of
its Subsidiaries shall have made any Material Acquisition, EBITDA for such
applicable period shall be calculated after giving pro forma effect
thereto (including the incurrence or assumption of any Debt) as if such Material
Acquisition had occurred on the first day of such applicable period.
Additionally, if since the beginning of such applicable period any Person that
subsequently shall have become a Subsidiary or was merged or consolidated with
the Borrower or any of its Subsidiaries as a result of a Material Acquisition
occurring during such applicable period shall have made any Disposition or
Acquisition of property that would have required an adjustment pursuant to
clause (i) or (ii) above if made by the Borrower or any of its
Subsidiaries during such applicable period, EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Disposition
or Acquisition had occurred on the first day of such applicable period; and
(B) all EBITDA for each applicable period ending on or after
December 31, 2008 will be recalculated by multiplying each month’s EBITDA
by the Ending Exchange Rate and dividing the amount obtained thereto by the
exchange rate used by the Borrower in preparation of its monthly financial
statements in accordance with Mexican GAAP to convert U.S.$ into Mexican pesos
(such recalculated EBITDA being the “Recalculated EBITDA”),
provided, that, the Required Lenders shall have the option, with
respect to any Reference Period ending after December 31, 2009, to
discontinue the incorporation of Recalculated EBITDA into the Consolidated Net
Debt/EBITDA Ratio (the “Discontinue Option”). The Required Lenders may
exercise the Discontinue Option upon notice to the Administrative Agent, who
shall, acting upon the instructions of the Required Lenders, notify the Borrower
of such exercise in writing (the “Notice of Discontinuance”) at least
thirty (30) days prior to the end of such Reference Period. Subject to the
foregoing notice requirements, such Discontinue Option shall be effective for
each Reference Period ending after the date of such Notice of Discontinuance to
the Borrower as set forth herein.”

2.2 The definition for “Ending Exchange Rate” in
Section 1.01 (“Certain Definitions”) shall be deleted and replaced
in its entirety with the following language:

““Ending Exchange Rate” means the exchange rate at the end of a
Reference Period for converting U.S.$ into Mexican pesos, used by the Borrower
and its auditors in preparation of the Borrower’s financial statements in
accordance with Mexican GAAP.”

2.3 The definition of “U.S.$/Euro EBITDA” in
Section 1.01 (“Certain Definitions”) shall be deleted in its
entirety.

3. Representations and Warranties. The
Borrower and each of the other Credit Parties hereby represent and warrant to
the Administrative Agent and the Lenders that:

3.1 The representations and warranties of the
Borrower contained in the Credit Agreement are true and correct as of the date
of this Amendment No. 5; provided, however, that with respect
to Section 5.11 (“Ownership of Property”), the representations and
warranties are true and correct,

other than as is set forth in the Risk Factors in the Borrower’s Form
20-F for the year ended December 31, 2007 filed with the SEC and updated in
the Borrower’s Form 6-K filed on August 19, 2008 with the SEC, in each case
with respect to CEMEX Venezuela S.A.C.A.

3.2 The representations and warranties of the
Guarantors contained in the Credit Agreement are true and correct as of the date
of this Amendment No. 5.

3.3 The execution, delivery and performance by the
Borrower and each of the other Credit Parties of this Amendment No. 5 has
been duly authorized by all necessary corporate action, and this Amendment
No. 5 constitutes the legal, valid and binding obligation of the Borrower
and each of the other Credit Parties enforceable against the Borrower and each
of the other Credit Parties in accordance with its terms, except as
enforceability may be limited by applicable concurso mercantil,
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally or general equity principles.

3.4 The execution, delivery and performance of
this Amendment No. 5 does not, and will not, contravene or conflict with
any provision of (i) any Requirement of Law, (ii) any judgment, decree
or order, or (iii) the certificate or articles of incorporation or by-laws
or other constituent documents of the Borrower and the Credit Parties, and does
not, and will not, contravene or conflict with, or cause any Lien to arise
under, any provision of any Contractual Obligation applicable to the Borrower
and the Credit Parties.

3.5 No Default or Event of Default exists under
the Credit Agreement or any other Transaction Document or will exist after or be
triggered by the execution, delivery and performance of this Amendment
No. 5. In addition, the Borrower and each of the other Credit Parties
hereby represent, warrant and reaffirm that the Credit Agreement, the Notes and
each of the other Transaction Documents remain in full force and effect.

4. Conditions Precedent to Effectiveness.
The effectiveness of the amendments set forth in Section 2 hereof
are in each instance subject to the satisfaction of each of the following
conditions precedent (the date on which all such conditions precedent are
satisfied or waived being the “Amendment No. 5 Effective Date”):

4.1 Amendment No. 5. This Amendment
No. 5 shall have been duly authorized, executed and delivered by each of
the Borrower, the Guarantors and the Required Lenders, and acknowledged by the
Administrative Agent (which shall be a purely ministerial action).

4.2 No Default. After giving effect to this
Amendment No. 5, no Default or Event of Default shall have occurred and be
continuing, or would result from the execution or effectiveness of this
Amendment No. 5.

4.3 No Material Adverse Effect. No Material
Adverse Effect has occurred since December 31, 2007 (excluding the
financial condition and events previously disclosed in (i) the Borrower’s
filings made with the SEC or the Bolsa Mexicana de Valores, S.A.B de C.V.
after December 31, 2007; or (ii) in the Borrower’s unaudited financial
statements for each of the first three fiscal periods of 2008).

4.4 Solvency. The Borrower and each
Guarantor is, and after giving effect to each of the transactions contemplated
by this Amendment No. 5 and the Transaction Documents will be, Solvent.

4.5 Miscellaneous. The Administrative Agent
and the Lenders shall have received such other agreements, instruments and
documents as the Administrative Agent or the Lenders may reasonably request.

4.6 Other Facilities. This Amendment shall
not be effective until the debt obligations set forth on Exhibit A
attached hereto have been amended in form and substance reasonably satisfactory
to the Lenders and the Borrower shall have notified the Administrative Agent of
such modification in writing.

5. Reference to and Effect Upon the Credit
Agreement and other Transaction Documents.

5.1 Full Force and Effect. Except as
specifically provided herein, the Credit Agreement, the Notes and each other
Transaction Document shall remain in full force and effect and each Note,
Transaction Document, and the Credit Agreement is hereby ratified and confirmed
by the Borrower.

5.2 No Waiver. The execution, delivery and
effect of this Amendment No. 5 shall be limited precisely as written and
shall not be deemed to (i) be a consent to any waiver of any term or
condition, or to any amendment or modification of any term or condition (except
as specifically provided herein) of the Credit Agreement, the Notes or any other
Transaction Document, (ii) prejudice any right, power or remedy which the
Administrative Agent or any Lender now has or may have in the future under or in
connection with the Credit Agreement or any other Transaction Document or
(iii) constitute a novation of any of the obligations under the Credit
Agreement, the Notes, and the other Transaction Documents.

5.3 Certain Terms. Each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any
other word or words of similar import shall mean and be a reference to the
Credit Agreement as amended hereby, and each reference in any other Transaction
Document to the Credit Agreement or any word or words of similar import shall be
and mean a reference to the Credit Agreement as amended hereby.

6. Counterparts. This Amendment No. 5
may be executed in any number of counterparts, each of which when so executed
shall be deemed an original but all such counterparts shall constitute one and
the same instrument. Delivery of an executed counterpart of a signature page to
this Amendment No. 5 by telecopier shall be as effective as delivery of a
manually executed counterpart signature page to this Amendment No. 5.

7. Costs and Expenses. As provided in the
Credit Agreement, the Borrower shall pay the reasonable fees, costs and expenses
incurred by the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment No. 5 (including, without
limitation, attorneys’ fees).

8. GOVERNING LAW. THIS AMENDMENT NO. 5
SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

9. Headings. Section headings in this
Amendment No. 5 are included herein for convenience of reference only and
shall not constitute a part of this Amendment No. 5 for any other purpose.

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

CEMEX, S.A.B. de C.V.,

as Borrower

By

/s/ Agustin Blanco

Name:

Agustin
Blanco

Title:

Attorney-in-Fact

[Signature Page Amendment No. 5
to $1.2bn Facility – Cemex S.A.B. de C.V.]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

CEMEX MÉXICO, S.A. de C.V.,

as a Guarantor

By

/s/ Agustin Blanco

Name:

Agustin
Blanco

Title:

Attorney-in-Fact

[Signature Page Amendment No. 5
to $1.2bn Facility – Cemex México, S.A. de C.V.]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

EMPRESAS TOLTECA de MÉXICO, S.A. de
C.V.,

as a Guarantor

By

/s/ Agustin Blanco

Name:

Agustin
Blanco

Title:

Attorney-in-Fact

[Signature Page Amendment No. 5
to $1.2bn Facility – Empresas Tolteca de México, S.A. de C.V]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

BARCLAYS BANK PLC,

as Administrative Agent and as
Lender

By

/s/ Nicholas A. Bell

Name:

Nicholas A.
Bell

Title:

Director

[Signature Page Amendment No. 5
to $1.2bn Facility – Barclays Bank PLC]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

CITIBANK, N.A., NASSAU, BAHAMAS
BRANCH,

as Lender

By

/s/ Leslie Munroe

Name:

Leslie
Munroe

Title:

Attorney-In-Fact

[Signature Page Amendment No. 5
to $1.2bn Facility – Citibank, N.A., Nassau, Bahamas Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

BANCO SANTANDER, S.A., NEW YORK
BRANCH,

as a Lender

By

/s/ Jorge Saavedra

Name:

Jorge
Saavedra

Title:

Executive
Director

By

/s/ Jesus Lopez

Name:

Jesus
Lopez

Title:

Vice
President

[Signature Page Amendment No. 5
to $1.2bn Facility – Banco Santander, S.A., New York Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

THE BANK OF NOVA SCOTIA,

as a Lender

By

/s/ Marian Lawson

Name:

Marian
Lawson

Title:

Managing
Director

[Signature Page Amendment No. 5
to $1.2bn Facility – The Bank of Nova Scotia]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., GRAND
CAYMAN BRANCH,

as a Lender

By

/s/ Rodolfo Hare

Name:

Rodolfo
Hare

Title:

Global Corporate
Banking

By

/s/ Guilherme Gobbo

Name:

Guilherme
Gobbo

Title:

Global Corporate
Banking

[Signature Page Amendment No. 5
to $1.2bn Facility – BBVA, S.A., Grand Cayman Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

BNP PARIBAS PANAMA BRANCH,

as a Lender

By

/s/ Raúl Ardito Barletta

Name:

Raúl Ardito
Barletta

Title:

Executive Vice
President

By

/s/ Christian Giraudon

Name:

Christian
Giraudon

Title:

General
Manager

[Signature Page Amendment No. 5
to $1.2bn Facility – BNP Paribas Panama Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

CALYON NEW YORK BRANCH,

as a Lender

By

/s/ Jesus Tueme

Name:

Jesus
Tueme

Title:

Managing
Director

By

/s/ Kevin Flood

Name:

Kevin
Flood

Title:

Vice
President

[Signature Page Amendment No. 5
to $1.2bn Facility – Calyon New York Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

ING BANK N.V. (ACTING THROUGH ITS CURACAO
BRANCH),

as a Lender

By

/s/ H.F.J. (Freddy) ten
Holt

Name:

H.F.J. (Freddy) ten
Holt

Title:

Chief Financial
Officer

By

/s/ A. C. Maduro

Name:

A. C.
Maduro

Title:

Risk
Manager

[Signature Page Amendment No. 5
to $1.2bn Facility – ING Bank N.V., Acting through its Curacao
Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

WACHOVIA BANK, NATIONAL
ASSOCIATION,

as a Lender

By

/s/ Kathleen H. Reedy

Name:

Kathleen H.
Reedy

Title:

Managing
Director

[Signature Page Amendment No. 5
to $1.2bn Facility – Wachovia Bank, National Association]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

BAYERISCHE LANDESBANK, NEW YORK
BRANCH,

as a Lender

By

/s/ Nikolai von Mengden

Name:

Nikolai von
Mengden

Title:

Senior Vice
President

By

/s/ Gina Hoey

Name:

Gina
Hoey

Title:

Vice
President

[Signature Page Amendment No. 5
to $1.2bn Facility – Bayerische Landesbank, New York Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

FORTIS CAPITAL CORP.,

as a Lender

By

/s/ Miguel Otero

Name:

Miguel
Otero

Title:

Senior Corporate
Manager

[Signature Page Amendment No. 5
to $1.2bn Facility – Fortis Capital Corp.]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

By

/s/ [illegible]

Name:

[illegible]

Title:

MD

By

/s/ illegible

Name:

[illegible]

Title:

Director

[Signature Page Amendment No. 5
to $1.2bn Facility – The Royal Bank of Scotland PLC]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

SOCIÉTÉ GÈNÉRALE,

as a Lender

By

/s/ Ambrish Thanawala

Name:

Ambrish
Thanawala

Title:

Managing
Director

[Signature Page Amendment No. 5
to $1.2bn Facility – Société Gènérale]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

BANK OF AMERICA, N.A.,

as a Lender

By

/s/ Emilio Arriaga

Name:

Emilio
Arriaga

Title:

Vice
President

[Signature Page Amendment No. 5
to $1.2bn Facility – Bank of America, N.A.]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,

as a Lender

By

/s/ Makoto Kinoshita

Name:

Makoto
Kinoshita

Title:

VP &
Manager

[Signature Page Amendment No. 5
to $1.2bn Facility – The Bank of Tokyo-Mitsubishi UFJ, Ltd.]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

JPMORGAN CHASE BANK, N.A.,

as a Lender

By

/s/ Pablo Ogarrio

Name:

Pablo
Ogarrio

Title:

Vice
President

[Signature Page Amendment No. 5
to $1.2bn Facility – JPMorgan Chase Bank, N.A.]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

INTESA SANPAOLO S.p.A., NEW YORK
BRANCH,

as a Lender

By

/s/ Barbara J. Bassi

Name:

Barbara J.
Bassi

Title:

Vice
President

By

/s/ [illegible]

Name:

[illegible]

Title:

[illegible]

[Signature Page Amendment No. 5
to $1.2bn Facility – Intesa Sanpaolo S.p.A., New York Branch]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

CAJA DE AHORROS Y MONTE DE

PIEDAD DE MADRID MIAMI AGENCY,

as a Lender

By

/s/ Jose Cueto

Name:

Jose
Cueto

Title:

Senior VP &
Deputy General Manager

By

/s/ Jesus Miramon

Name:

Jesus
Miramon

Title:

Deputy General
Manager

[Signature Page Amendment No. 5
to $1.2bn Facility – Caja de Madrid Miami Agency]

IN WITNESS WHEREOF, this Amendment No. 5 has been duly executed as
of the date first written above.

MORGAN STANLEY BANK,

as a Lender

By

/s/ Melissa James

Name:

Melissa
James

Title:

Authorized
Signatory

[Signature Page Amendment No. 5
to $1.2bn Facility – Morgan Stanley Bank]

EXHIBIT A

(1)

Amended and
Restated Credit Agreement, dated as of June 6, 2005, by and among
CEMEX S.A.B. de C.V., as borrower, CEMEX México S.A. de C.V. and Empresas
Tolteca de México S.A. de C.V., as guarantors, Barclays Bank PLC, New York
Branch, as issuing bank and documentation agent, ING Bank N.V., as issuing
bank, the several lenders party thereto, and Barclays Capital, The
Investment Banking Division of Barclays Bank PLC, as joint bookrunner,
Citigroup Global Markets Inc., as joint bookrunner and syndication agent,
and ING Capital LLC, as joint bookrunner and administrative agent, for an
aggregate principal amount of U.S.$700,000,000, as amended by Amendment
No. 1 thereto, dated as of June 21, 2006, the Amendment and
Waiver Agreement, dated as of December 1, 2006, the Third Amendment
to Credit Agreement, dated as of May 9, 2007, the Waiver Agreement,
dated as of November 30, 2007 and the Fourth Amendment to Credit
Agreement, dated as of December 19, 2008.

(2)

Amended and
Restated Facilities Agreement, dated as of December 19, 2008, by and
among New Sunward Holding B.V., as borrower, CEMEX S.A.B. de C.V., CEMEX
México S.A. de C.V. and Empresas Tolteca de México S.A. de C.V., as
original guarantors, Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas
and Citigroup Global Markets, Inc., as arrangers, and Citibank, N.A. as
agent and on behalf of the finance parties, for an aggregate principal
amount of U.S.$700,000,000.

(3)

Senior
Unsecured Maturity Loan “A” Agreement, dated as of December 31, 2008,
by and among NSH, as borrower, CEMEX S.A.B. de C.V., and CEMEX México S.A.
de C.V., as guarantors, HSBC Securities (USA) Inc., as sole structuring
agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and The Royal
Bank of Scotland Plc, each as joint lead arranger and joint bookrunner,
ING Capital LLC, as administrative agent, and the several lenders party
thereto, for an aggregate principal amount of U.S.$525,000,000.

(4)

Senior
Unsecured Maturity Loan “B” Agreement, dated as of December 31, 2008,
by and among NSH, as borrower, CEMEX S.A.B. de C.V., and CEMEX México S.A.
de C.V., as guarantors, HSBC Securities (USA) Inc., as sole structuring
agent, HSBC Securities (USA) Inc., Banco Santander, S.A., and The Royal
Bank of Scotland Plc, each as joint lead arranger and joint bookrunner,
ING Capital LLC, as administrative agent, and the several lenders party
thereto, for an aggregate principal amount of U.S.$525,000,000.

(5)

Credit
Agreement, dated as of June 25, 2008, among CEMEX S.A.B. de C.V., as
borrower, CEMEX México S.A. de C.V., as guarantor, and Banco Bilbao
Vizcaya Argentaria, S.A. New York Branch, as lender, for an aggregate
principal amount of U.S.$500,000,000, as amended by the First Amendment to
the Credit Agreement, dated as of December 19, 2008.